Your Directors are pleased to present this Thirty Seventh Annual Report together withthe audited annual accounts of the company for the financial year ended March 31 2017.
1. Financial Performance
The highlights of the financial position for the year as compared to the correspondingperiod in the previous year are given below:
|Particulars || |
| ||FY 2016-17 (Rs. In Lacs) ||FY 2015-16 (Rs. In Lacs) ||FY 2016-17 (Rs. In Lacs) ||FY 2015-16 (Rs. In Lacs) |
|Surplus /(Loss) before Depreciation (A) ||168.32 ||43.12 ||168.32 ||43.12 |
|Less: Depreciation (B) ||45.77 ||66.66 ||45.77 ||66.66 |
|Net Surplus/(Loss) from Operations (A-B) ||122.55 ||(23.54) ||122.55 ||(23.54) |
|Less : Adjustment for Income Tax ||13.78 ||- ||13.78 ||- |
|Less : Deferred Tax Liability ||28.69 ||(5.66) ||28.69 ||(5.66) |
|TOTAL ||80.08 ||(17.88) ||80.08 ||(17.88) |
|Add : Surplus from Previous Year ||1844.36 ||1857.38 ||2273.63 ||2048.33 |
|Less : Transfer to Depreciation & Amortisation ||- ||- ||- ||- |
|Add : Transfer from Revaluation Reserves ||3.23 ||4.86 ||3.23 ||4.86 |
|Add : Share of Profits in Associates ||- ||- ||(56.05) ||238.32 |
|Surplus carried forward ||1927.67 ||1844.36 ||2300.89 ||2273.63 |
2. Performance and Prospects for the current year
During the year 2016-17 there is improvement in the working of the company and itsprofit before Depreciation and Tax has increased from Rs. 43.12 lakhs to Rs. 168.32 lakhs.The improvement in the working is mainly on account of higher orders for cylinders fromoil marketing companies and increased production of Valves.
In May 2016 the Central Government launched Pradhan Mantri Ujjwala Yojana (scheme)which aims to provide the free LPG connections to the women belonging to BPL ( belowpoverty line) families in the country. Further in support of this social welfare schemethe Government Oil Marketing Companies (OMCs) like Indian Oil are providing free LPGconnections to the beneficiaries of the scheme. Hence there was improvement in the flowof orders from OMC and we expect that this trend of higher orders from OMCs due to growingdemand and supply of LPG under this scheme may continue in coming years.
In case of Valve the Company is operating at optimum level and will continue at higherlevel due to good demands. The demand of valves from Nepal has improved over previous yeardue to improved political stability in Nepal.
During the year 2016-17 company has not manufactured any Regulator due tonon-viability. However it proposes to manufacture in the future once the demand for sameimprove and company get the better price realization.
Production and Sales: During the year the production of Cylinders and Valves were3 99541 Nos. and 4999261 Nos. as compared to the production of 210053 Nos. and4714245 Nos. respectively during the previous year. There was no production ofregulators during this financial year also. Gross Sales during the year was recorded asRs. 8625.77lacs as against Rs. 6064.41lacsin the previous year.
In order to preserve the funds for further diversification the Board of Directors ofthe Company has decided not to recommend payment of dividend for the financial year2016-17.
5. Transfer to Reserve
The entire net profit of the Company for FY 2016-17 is retained as surplus. The Companyhas not proposed to transfer any amount to any reserve.
6. Share Capital
The paid up equity share capital of the company as on March 31 2017 was Rs.33615950/- .During the year under review the authorised and paid - up share capital ofthe Company remain unchanged. The Company has not issued shares with differential votingrights neither granted stock options nor sweat equity shares during the year.
7. Board of Directors & Key Managerial Personnel
In accordance with the provisions of Companies Act 2013 and the Articles ofAssociation of the Company Mrs. Preetanjali Bajoria retires by rotation at the ensuingAnnual General Meeting and being eligible offers herself for re-appointment. The Boardrecommend the reappointment.
During the year under review the shareholders at the 36th Annual GeneralMeeting of the company held on September 30 2016 approved the re-appointment of Mr.Avinash Bajoria (DIN:-01402573) as Managing Director of the company for the further periodof 3 years w.e.f. October 152016.
During the year Mr. Manoj Kumar Choudhary Independent Director resigned from the Boardof Directors with the conclusion of Board meeting dated March 10 2017.
Pursuant to the provisions of Section 161(1) of Companies Act 2013 and Articles ofAssociation of the Company Mr. Ravi Modi was appointed as Additional Director of theCompany with effect from 10.08.2017 under the Category of Non-Executive IndependentDirector and he will hold the office upto the date of ensuing Annual General Meeting .
In terms of Section 149 152 Schedule IV and other applicable provisions if any ofthe Companies Act 2013 read with Companies (Appointment and Qualification of Directors)Rules 2014 the Independent Directors can hold office for five consecutive years on theBoard of Directors of your company and is not liable to retire by rotation. Accordinglythe Nomination and Remuneration Committee recommended the
appointment of Mr. Ravi Modi as an Independent Directors of the company for fiveconsecutive years upto August 9 2022 and he will not liable to retire by rotation.
The declaration has been received from Mr. Ravi Modi that he meets the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013.
The company has received a notice under Section 160 of Companies Act 2013 along withrequisite deposit proposing the appointment of Mr. Ravi Modi.
Appropriate resolutions for the appointment/ re-appointment of Directors are beingplaced before the members for approval at the ensuing Annual General Meeting.
During the year under review there is no change in the Key Managerial Personnel of thecompany. The following persons act as the Key Managerial Personnel of the company pursuantto Section 2(51) and Section 203 of the Act read with rules framed there under :-
1. Mr. Avinash Bajoria Managing Director
2. Mrs. Preetanjali Bajoria Whole Time Director
3. Ms. Anisha Jain Company Secretary
4. Mr. Suresh Kumar Jain Chief Financial Officer
8. Statutory Auditor
M/s S.S. Surana & Co. Chartered Accountants were appointed as Statutory Auditorsof your Company at the 34thAnnual General Meeting to hold office till theconclusion of 40th Annual General Meeting to be held in the year 2020. As perthe provisions of Section 139 of the Companies Act 2013 the appointment of Auditors isrequired to be ratified by Members at every Annual General Meeting. Accordingly theappointment of M/s S.S. Surana & Co. Chartered Accountants as statutory auditors ofthe company is placed for ratification by the shareholders. In this regard the Companyhas received a certificate from the auditors to the effect that if they are reappointedit would be in accordance with the provisions of Section 141 of the Companies Act 2013.
9. Secretarial Auditor
Pursuant to the provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Mr. Mayur Sanghi a Practising company Secretary to undertake the SecretarialAudit of the company. The report of the Secretarial Audit in Form MR 3 for the financialyear ended March 31 2017 is annexed herewith as Annexure VII to this Directors' report.The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
10. Director's Comment on Auditors Qualification in Auditors Report
The observations in the Auditor's report have been dealt with by making relevant notesin the Accounts and following comments /clarifications are given below:-
1. In the opinion of the management the loan/ advances given to M/s Ankur Drugs andPharma Limited are recoverable and company has filed its claim with Official Liquidatorand hence no provision for doubtful loans has been made.
2. In regard to gratuity and leave encashment the liabilities are being paid as andwhen it becomes payable and there is no default in the payment of the same.
3 Regarding non - provision of leave encashment the management of the companyencourages its employees to avail the leave entitled to them. The leave encashment is paidto employee as and when they leave the company and there is no default in the payment ofthe same.
In case of Loan to Shipra Towers Pvt Ltd the loan was given when it was the subsidiaryof your Company. Now this Company is not having any operation but owned an immovable assetin the Jaipur City. Your Company is perusing to recover the outstanding amount from thisCompany and we are hopeful to recover the same by end of current financial year.
11. Corporate Governance
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the corporate governance requirements set out by SEBI. The Report on CorporateGovernance as stipulated under the SEBI Listing Regulations 2015 forms an integral partof this Annual Report. Further as required by Regulation 34 (3) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the auditors' certificate oncorporate governance is enclosed as Annexure VI to this Directors' Report.
12. Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 (2) (e) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section forming part of the Annual Report.
13. Listing of Equity Shares
The equity shares of the company are listed with BSE Ltd. The requisite annual listingfee has been paid to the Stock Exchanges.
14. Delisting of Equity Shares
Since there has been no trading of equity shares of the company at the Calcutta StockExchange Ltd for a long time the Board of Directors of the company at its meeting held onAugust 11 2016 decided to voluntary delist its equity shares from Calcutta Stock ExchangeLtd while continuing listing of its equity shares at BSE Ltd in accordance with theprocedure laid down in SEBI (Delisting of Equity Shares) Regulations 2009 as amendedfrom time to time. The necessary action towards the same has been initiated by thecompany.
15. Fixed Deposits
Your company has not accepted any deposits from the public in the year under review.Therefore it is not required to furnish information in respect of outstanding depositsunder Non-banking Non financial Companies (Reserve Bank) Directions 1966 and Companies(Accounts) Rules
16. Consolidated Financial Statements
The consolidated financial statements of the company for the financial year ended March31 2017 are prepared in compliance with the applicable provisions of the Act AccountingStandards and as prescribed by SEBI (Listing Obligations and Disclosure Requirements)Regulations
2015. The consolidated financial statements have been prepared on the basis of auditedfinancial statements of the company its associate companies as approved by theirrespective Board of Directors.
17. Committees of the Board
Currently there are three Board Committees namely -
The Audit Committee comprises Mr. Manoj Kumar Choudhary* (Chairman) Mr.Raghunandan Jalan (Chairman) Mr. Pratap Kumar Mondal and Mr. Ravi Modi **as othermembers. All the recommendations made by the Audit Committee were accepted by the Board.
*Mr. Manoj Kumar Choudhary Chairman of the Audit Committee has resigned from theBoard w.e.f. close of office hours on March 10 2017.
** Mr. Ravi Modi is appointed as a member of Audit committee from August 102017.
Nomination And Remuneration Committee
The Nomination and Remuneration Committee comprises Mr. Pratap Kumar Mondal (Chairman)Mr. Raghunandan Jalan Mr. Ravi Modi** and Mr. Manoj Kumar Choudhary*(Member) as othermembers.
*Mr. Manoj Kumar Choudhary Member has resigned from the Board w.e.f. close ofoffice hours on March 10 2017.
** Mr. Ravi Modi is appointed as a member of Nomination and Remuneration committeefrom August 10 2017.
Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee comprises Mr. Pratap Kumar Mondal (Chairman)Mr. Manoj Kumar Choudhary* (Member) Mr. Raghunandan Jalan (Member) and Mr. Ravi Modi **(Member).
*Mr. Manoj Kumar Choudhary Member has resigned from the Board w.e.f. close ofoffice hours on March 10 2017.
** Mr. Ravi Modi is appointed as a member of Stakeholder Relationship Committeefrom August 10 2017.
18. Number of meetings of the Board
The Board met five times during the financial year 2016-17 the details of which aregiven in the Corporate Governance Report that forms part of this Annual Report. Theintervening gap between the meetings was within the time period prescribed under theCompanies Act 2013 and Regulation 17 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulation 2015.
19. Declaration by Independent Directors
The company has received necessary declaration from each Independent Director underSection 149 (7) of the Companies Act 2013 that he/she meets the criterion ofindependence laid down in Section 149 (6) of the Companies Act 2013 and Regulation 25 ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
20. Policy on Directors' Appointment and Remuneration
The policy of the company on Directors' appointment and remuneration includingcriterion for determining qualifications positive attributes independence of a Directorand other matters as required under sub - section (3) of Section 178 of Companies Act2013 is available on our website www.baioriagroup.in and is also annexed as Annexure V tothe Directors' Report.
21. Particulars of loans guarantees or investments
Details of loans guarantees and investments made during the financial year 2016-17under Section 186 of Companies Act 2013 are as follows :-
|Name of Entity ||Relation ||Amount (Rs.) ||Particulars of loans guarantees and investments ||Purpose for which the loans guarantees and investments are proposed to be utilised |
|Beetle tie -up Pvt. Ltd. ||Associate ||65000 ||Loan ||Business purpose |
|Mayavati Trading Pvt. Ltd. ||Group Company ||80000 ||Loan ||Business Purpose |
|Protect Vanijya Pvt. Ltd. ||Group Company ||21568084 ||Loan ||Business Purpose |
|Shipra Towers Private Limited * ||Associate ||299969 ||Interest received on Loan ||Business purpose |
*The company didn't extend any fresh loan guarantee and investment during thefinancial year 2016-17 to Shipra Towers Private Limited. Only the interest on existingloan has been provided during the financial year 2016-17.
22. Particulars of Contracts or Arrangements made with related parties
All contracts/arrangements/transactions entered by the company during the financialyear with related parties were in the ordinary course of business and on an arms' lengthbasis. During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the company on materiality of related party transactions.Accordingly the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act 2013 in Form AOC -2 is not applicable.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's websitewww.bajoriagroup.in.
23. Directors' Responsibility Statement
Pursuant to the requirements under section 134 (3) (c) of the Companies Act 2013 withrespect to Directors Responsibility Statement your Directors hereby confirmed that:
(i) In the preparation of the Annual Accounts for the Financial Year ended 31st March2017 the applicable accounting standards have been followed with proper explanationrelating to material departures.
(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofprofit of the Company for the year under review.
(iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
(iv) The Directors have prepared the accounts for the financial year ended 31st March2017 on a going concern basis.
(v) The Directors have laid down internal financial controls which are adequate andare operating effectively.
(vi) That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectively.
24. Details of frauds reports by auditors
As specified under Section 143 (12) of Companies Act 2013 including any statutoryamendments or modifications if any the auditor of the company has not reported any fraudin the course of the performance of his duties as auditor.
25. Subsidiaries Associates & Joint Venture
The company does not have any subsidiary or joint venture companies. However thecompany have Three (3) Associate Companies as on March 31 2017 -
Agribiotech Industries Limited (ABIL):- The Company holds 34.89% of EquityShares of Agribiotech Industries Limited. The Profit after tax for the year ended March31 2017 was Rs. (55 91168)/- as against Rs.5 74 78195 for the year ended March 312016. The contribution of ABIL to the overall performance of the company during the period2016-17 is Rs. (19 50782).
Shipra Towers Private Limited (STPL):- The Company holds 49.80 % of EquityShares of Shipra Towers Private Limited. The Profit/Loss after tax for the year endedMarch 31 2017 was (Rs. 3 04941) as against (Rs.2 72400) for the year ended March 31
2016. The contribution of STPL to the overall performance of the company during theperiod 2016-17 is Rs. NIL.
Beetle Tie - Up Private Limited (BTPL):- The Company holds 33% of Equity Sharesof Beetle Tie-Up Private Limited. The Profit after tax for the year ended March 31 2017was Rs.28 811 as against (Rs.5 37669) for the year ended March 31 2016. Thecontribution of BTPL to the overall performance of the company during the period 2016-17is NIL.
In accordance with Section 129 (3) of the Act the consolidated financial statements ofthe company which forms part of this Annual Report have been prepared. Further astatement containing the salient features of the financial statements of each of ourassociate company in the prescribed format AOC-1 is appended as Annexure I to the Board'sreport.
26. Board Evaluation-
Regulation 4 and 17 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 mandates that the Board shall monitor andreview the Board Evaluation framework. The Companies Act 2013 states that a formal annualevaluation needs to be made by the Board of its own performance and that of the committeesand individual director. Schedule IV of the Companies Act 2013 states that theperformance evaluation of independent directors shall be done by the entire Board ofDirectors excluding the independent director being evaluated.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likemeaningful and constructive contribution and inputs in meetings etc. In addition theChairman was also evaluated on the key aspects of his role.
In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors.
27. Vigil Mechanism /Whistle Blower Policy
The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. To maintain these standards the Company encourages itsdirectors and employees who have concerns about suspected misconduct to come forward andexpress these concerns without fear of punishment or unfair treatment. In view of this andin compliance with the applicable provisions of Companies Act 2013 and Regulation 22 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the company hasestablished a vigil (Whistle Blower) mechanism for directors and employees to reportconcerns about unethical behaviour actual or suspected fraud or violation of company'scode of conduct or ethics policy. The Whistle Blower shall also have right to access tothe Chairman of the Audit Committee directly in exceptional cases. The Policy on vigilmechanism/whistle blower policy may be assessed on the Company's website at the link:www.bajoriagroup.in/PdfFile/Policies/Whistle%20Blower%20Policy.pdf
28. Familiarisation Programme for Independent Directors
In compliance with the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has put in place a familiarisation programmefor Independent Directors as a guide for Independent Directors wherein the familiarisationprocess to familiarise the Independent Directors with the company has been provided as andwhen required. The same is available on the website of the company www.baioriagroup.in andcan be accessed by web link
www.baioriagroup.in/PdfFile/Policies/FAMILIARISATION%20PROGRAMME%20FOR%20INDEPENDENT%20DIRECTQRS.pdf.Further at the time of appointment of Independent Director the company issues a formalletter of appointment outlining his/her duties etc.
29. SEBI (Prohibition of Insider Trading) Regulations 2015
In consonance with the provisions of Regulation 8 (Code of Fair Disclosure) andRegulation 9 (Code of Conduct) of the SEBI (Prohibition of Insider Trading) Regulations2015 the "Code of Practices and Procedures for fair disclosure of unpublished pricesensitive information" and "Code of conduct for regulating monitoring andreporting of trading by insiders" are in its place.
30. Particulars of Employees
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) 5(2) & 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and any amendment thereof is enclosed asAnnexure IV to the Directors' Report.
The company currently does not provide any Employee Stock Option Scheme/Employee StockPurchase Scheme to its employees.
31. Risk Management Policy
In compliance with the applicable provisions of Companies Act 2013 and Regulation 17of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board has framed and adopted the Risk ManagementPolicy of the company in order to ensure that the Company's affairs shall be carried outin a sound and prudent manner by managing its business operating and financial risk byadopting appropriate risk identification assessment control and mitigation measures.
32. Internal Control System
The Company has adequate internal control system to safeguard the company's assets fromany loss or damage to control cost prevent revenue loss and required financial andaccounting controls and to effectively implement the applicable accounting standards.
33. Extract of Annual Return
In accordance with 134 (3) (a) of Companies Act 2013 an extract of annual return inthe prescribed format i.e. MGT-9 is appended as Annexure III to the Directors' Report.
34. Conservation of Energy Technology Absorption and Foreign Expenditure
The particulars as prescribed under Sub - Section 3 (m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are enclosed as Annexure II tothis Directors' Report.
35. Details of policy developed and implemented by the company on its Corporate SocialResponsibility Initiatives
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
36. Material Changes and Commitments affecting the financial position of the companybetween the end of financial year and the date of this report
No material changes and commitments have occurred after the close of the year till thedate of this report which affect the financial position of the company.
37. Significant and Material Orders Passed by the Regulators or Courts
There are no significant or material orders passed by Regulators or courts which wouldimpact the going concern status of the company and its future operations.
38. Human Resources:
The company have strong motivated and dedicated team of employees who is workingcontinuously with great zeal and enthusiasm towards the growth of the company and henceas a token of gratitude the Directors wish to express their sincere appreciation to allthe employees for their support co-operation and dedicated services.
39. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
The company has in place an Anti -Sexual Harassment Policy in line with the requirementof the Sexual Harassment of Women at the Workplace (Prevention & Redressal) Act 2013.All employees (permanent contractual temporary trainee) are covered under the policy.
During the year under review no complaints were received falling under the category ofSexual Harassment of Women.
40. Green Initiative for Paperless Communication
The Ministry of Corporate Affairs (MCA) has taken a "Green Initiative in CorporateGovernance" by allowing paperless compliances by the companies and has issuedcircular stating that service of notice/documents including Annual Report can be sent bye-mail to its members. The move of the Ministry allows public at large to contribute tothe green movement.
Keeping in view the underlying theme the company will continue to send variouscommunications and documents like notice calling general meetings audited financialstatements director's report auditor's report etc. in electronic form to the emailaddress provided by the members to the Depositories or to the company.
To support this green initiative in full measure members who have not registered theire-mail addresses so far are requested to register their e-mail addresses in respect ofelectronic holdings with the Depository through their concerned Depository Participant.Members who hold shares in physical form are requested to fill in the Registration formwhich can be obtained from Company's Registrar Beetal Financial & Computer ServicesPvt. Ltd.
41. Environmental Stewardship:-
Environmental stewardship refers to responsible use and protection of the naturalenvironment through conservation and sustainable practices.
To make the system more environments friendly your company has planted at least 3000trees/plants of different species both fruit/non-fruit bearing plants including agreen-house of 10000 square feet.
The Board of Directors expresses their gratitude and its appreciation to the continuedcooperation and support of Company's Banker Government Departments & Other Agencies.The Board also records its deep appreciation of the creditable services rendered by theCompany's employees at all levels.
| || |
For & on behalf of the Board of Directors
| ||Sd/- ||Sd/- |
| ||(Avinash Bajoria) ||(Preetanjali Bajoria) |
| ||Managing Director ||Whole - Time Director |
|Date: 10.08.2017 ||DIN No. 01402573 ||DIN No. 01102192 |
|Place: Jaipur || || |